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Xerox Mimics Icahn’s Pugnacity in Pursuit of HP

Joe Nocera
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Xerox Mimics Icahn’s Pugnacity in Pursuit of HP

(Bloomberg Opinion) -- As a general rule, I’m not a big fan of corporations being guided by corporate raiders, a.k.a. shareholder activists. They tend to rely on financial engineering to boost the stock price; cut back on “expenses” like customer service and research and development; and run for the exits when they see the roof caving in.

But Xerox Holdings Corp. may be the exception. The company’s biggest shareholder is the activist of activists, 83-year-old Carl Icahn, who controls around 11% of the stock. The chairman, Keith Cozza, is the chief executive officer of Icahn Enterprises LP, Icahn’s holding company. One board member, Nicholas Graziano, is a portfolio manager with Icahn Capital LP, Icahn’s hedge fund. Another is John Christodoro, a former managing partner at Icahn Capital.

And John Visentin, the Xerox CEO, while not an Icahn guy the way the other three are, clearly sees eye to eye with the big dog. He got the job in no small part because he agreed with Icahn that Xerox’s planned merger with Fujifilm Holdings Corp. was a bad idea. When Xerox pulled out of the deal in May 2018 — and agreed to put Icahn’s allies on the board — Visentin, who had backed away from negotiating with the previous board, was installed as the new boss.

It’s hardly news that Icahn is an aggressive investor. What is news is that under Visentin, Xerox — lumbering, old-school Xerox — has become just as aggressive. He has managed to breathe new life into the 113-year-old printer company. He’s doing the share buyback thing, but he’s also streamlined the company, increased free cash flow and consistently beat the Street’s expectations even as revenue has continued to  decrease gradually. According to Bloomberg data, the share price rose 87% last year, a number not seen in many years.

Of course, the most visible manifestation of this new aggressiveness is Xerox’s effort to buy its much larger rival HP Inc. The attempt, which became public in November — soon after an unimpressive HP analysts’ meeting — heated up on Monday when Xerox raised its offer to $24 a share from $22, bringing its bid to $35 billion. Talk about the minnow trying to swallow the whale. Xerox has $9 billion in revenue. HP has $58 billion.  Xerox has a market cap of $8 billion. HP has a market cap of $31 billion. Not all that long ago, an audacious move like this by Xerox would have been unthinkable.

And HP? Nearly eight decades ago, it was the original Silicon Valley startup, the avatar of the tech industry. But by the 1980s, it had congealed in its own bureaucracy, and a kind of paralysis set in, compounded by  some well-publicized gaffes. In 2015, in an effort to create a more nimble culture, the board split the company in two. Hewlett Packard Enterprise got the software and services side of the company, while HP kept printers and laptops. Last year, HP’s stock was down 21% before Xerox announced its intentions in early November.

The essential problem is that the printer business is in a slow but steady decline — and like newspapers, cable television and many other businesses, that decline is likely irreversible. For HP, the decline is made worse because it makes most of its money in the printer division by selling expensive ink cartridges — and many consumers buy less expensive cartridges made by competitors.

At the analyst meeting in October, HP announced that it would eliminate up to 9,000 jobs by 2022, saving $1 billion, and would turn to a subscription model to revive its flagging cartridge business. Analysts were unimpressed, and in the aftermath of the meeting, the stock dropped 9.4%

In Icahn-like fashion, this was exactly the moment Visentin pounced. Xerox, of course, has the same problem as HP — its printer business is declining — and it doesn’t have other businesses, like laptops, to soften the blow. The shrinking of the printer business has convinced Visentin that industry consolidation is inevitable; in a statement at the time of the original offer, Xerox said that “our industry is overdue for consolidation, and those who move first will have a distinct advantage.”

In the materials it has provided to HP shareholders, Xerox claims that a merger will have synergies worth $2 billion and will generate nearly $6 billion in free cash flow. And Visentin plans to use that money less to manage the decline than to buy smaller, more innovative companies while investing in research and development that will allow the company to chart a new course that will generate growth and profits.

There is no way of knowing whether Visentin can pull this off if he lands HP, though his track record so far at Xerox should give shareholders hope. Indeed, he is so clearly right about the first-mover advantage of consolidation that what HP really ought to do is turn around and make a tender offer for Xerox, which would require a lot less debt. And then it should install Visentin as CEO.

Instead, HP has reverted to form, contending that the Xerox bid is inadequate, that its financing is shaky and generally avoiding coming to grips with reality. But sometime soon, HP will have to set the date for its annual meeting, and at that point its shareholders will have a say in the matter. Xerox, ever the aggressor, is proposing a slate of directors to replace HP’s current board.

I know one big shareholder who will vote for the Xerox slate. A few months ago, Icahn bought 4% of HP’s stock. HP’s odds of going it alone much longer aren’t good at all.

To contact the author of this story: Joe Nocera at jnocera3@bloomberg.net

To contact the editor responsible for this story: Daniel Niemi at dniemi1@bloomberg.net

This column does not necessarily reflect the opinion of Bloomberg LP and its owners.

Joe Nocera is a Bloomberg Opinion columnist covering business. He has written business columns for Esquire, GQ and the New York Times, and is the former editorial director of Fortune. His latest project is the Bloomberg-Wondery podcast "The Shrink Next Door."

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